What Made You Say That?
by notjaneausten
Summary: AU - possibly set during Season 3 where Merle makes a brief reappearance at the Mert County Prison Excerpt: "But if you screw this up, mess with Daryl in anyway – I will slit your throat whilst you sleep."
1. Chapter 1

"I brought you some food." Carol stopped just outside of Merle's cell, hovering with a tray of food in her hands. Merle rose from his bunk and waved her to step inside.

"Thank you." He said surprise colouring his voice, having not expected any kindness from the group at all after the way things had been left in Atlanta.

"Figured you were part of our family now." Carol placed the tray down and took a seat on the bunk opposite, she saw that Merle was inspecting the contents of the tray and was probably comparing it to the offerings at Woodbury. "It's not much, but compared to what we've had; it's a lot." Merle smiled faintly back – he found it completely lacking in substance compared to the meat and potatoes that he had been enjoying only a few days before; but accepted it in the spirit that it was offered in. Carol sat back on the bunk and watched Merle picking at the tray; she had to choose her words carefully, not wanting to set him off in a rage.

"I should have been dead several times over." She finally said, referring to the many times that one of the other members of the group had stepped out in front of her; protecting her from the Walkers.

"Ain't that the truth for us all?" Merle agreed, thinking back to the time he had been left chained to the rooftop in Atlanta. If he hadn't had taken the chance and sawn his own hand off; he might have still been there now – a turned Walker, but still chained by that damned handcuff.

"I think that part of the reason I'm not is that people always underestimate me." Carol leant forward, deadly serious as she looked directly into his gaze. "Don't underestimate me, Merle."

"Excuse me?" Merle dropped the piece of ham back onto the tray in shock and looked over at the slight woman with the ice cold eyes.

"I've seen you making the rounds, trying to play nice." Carol continued, not noticing Merle's attention drift over past her shoulder. Daryl had been making his way over to see how his brother was faring; but had stopped at the bottom of the stairs when he noticed Carol sitting in the cell with him. "But if you screw this up; mess with Daryl in anyway…" Carol leant forward to emphasise her last point, lowering her voice a little until it was cold and deadly; "I **will** slit your throat while you sleep." She sat back and watched Merle digest the statement; a smirk ghosted about his lips and his eyes flickered over to gauge Daryl's reaction to the little woman's threat. Something in the way Daryl held his arms crossed against his chest made Merle's smirk falter slightly and he sat back against the wall and stayed silent as Carol rose to her feet.

"Enjoy your food." She shot him a completely insincere smile and turned to leave the cell; not noticing the quiet man that uncrossed his arms to silently follow her down the hallway.

Merle rose from his bunk and stared out between the bars at the retreating figure of his brother and the woman he followed. "Brother, you got yourself a cold one there…Brrrr!"


	2. Chapter 2

"What made you say that ta ma brother?" Daryl asked quietly from behind Carol, thinking that she would be surprised at his arrival. Carol had sensed him walking silently behind her; she wouldn't have mistaken that earthly smell of the hunter anywhere. She stopped in the middle of the empty hallway and leant against the wall; keeping her back turned away.

"You heard all that?"

"I heard enough to know that you just threatened to slit his throat."

"I simply told him to watch his back."

"That ain't good enough." Daryl pressed for an answer, he had his suspicions over her actions but wanted her to admit to it.

"I know how torn up you were back in Atlanta; for a while you went off the rails. When you helped to search for Sophia – it was then that we all started to realise what a completely different person you were without Merle; I know that you were planning on robbing the camp before he got left behind…"

"How'd ya know that? Weren't something we ever discussed aloud…"

"It was clear in the way Merle kept asking questions about what we had chosen to bring along from home – he seemed a little **too** interested."

"Well we didn't go ahead with it…"

"No, **you** didn't." Carol pressed the point that it was only after Merle had been left behind Daryl truly became a valued member of the group. If Merle had remained, the two of them would have probably hightailed it out of there the moment the first signs of trouble came along.

"He's ma brother, Carol. The only family I've got left.." Daryl leant against the wall too and slid down it to rest on the dirty floor. Carol finally turned around and sank to the floor, stretching her legs out in front of her to echo his pose. They sat like that for a while, not speaking and with their bodies resting mere inches apart. Finally Carol sighed and said - "No he's not, Daryl. When I first took the tray into Merle I said it was because I figured he was part of the family now. And that's what we are Daryl – a family. You, me, Rick, Maggie, Glenn and the others – we're a family. And if you can't see that – well maybe you would be better off leaving with Merle after all."

"Hey! No one said anything about anybody leavin'! I do see **us** as a family; but Merle's part of that family now as well." Daryl nudged her boot with his foot, hoping that she'd picked up his intentional stress on the word 'us'.

"I know he is – I just wanted to make it clear to him that if he messes with my Pookie; then he messes with me too!" Carol grinned over at Daryl wanting to lighten the suddenly way too serious swing. She had picked up on his meaning; and although it thrilled her to bits she was wary about what the rest of the group may have to say.

"Dammit woman! Cain't you be serious for more'n two seconds?" Daryl shifted slightly so that he was angled slightly and was able to meet her gaze.

"I'm tired of being 'serious Carol' – tired of being the worn out old widow woman that everyone thinks that they have to protect all of the time! Heck, I was taught how to handle a knife and rifle before most of those kids were even born! Probably before you were born too…"

"I doubt that – I cain't be more'n few years younger that you….I'm nearly forty."

"I'm forty one…nearly forty two – I started going grey in my twenties so people assumed I was much older." She grinned over at him, strangely pleased that there wasn't such a huge age gap – Daryl smiled back, thankful that he had added a few years on; what harm would it do letting her think that there was only a few years between them when in reality he was only thirty four...years of hard living had sculpted his features and added lines to his face that could very well have been mistaken for aging.

"Tell me, what else have you been hiding?" Daryl rubbed his hand up and down over her lower arm, wanting to learn more about why this woman had chosen to hide away her true self.

"I was born and raised in Northern Georgia by my Grandpa after my parents passed away when I was still very young. Every fall we would go up into the mountains where he taught me how to track and hunt – his idea was that I would be able to care of myself should anything ever happen to him."

"Go on…" Daryl couldn't believe what a turn on it was to suddenly have this woman reveal a story so much like his own. He found himself shifting position on the cold, hard floor as his body made it very clear what it wanted him to do next.

"Well, I met Ed shortly after Pappy passed away…I guess I was still in shock and he swept in like some knight in shining armour to take me away from all of that. It was only after we had Sophia and he lost his sales job that things started to get ugly…"

"Why didn't you just leave him? You coulda made it on your own easily…" Daryl just couldn't get his head around the fact that she had spent years learning how to defend herself against the beasts of the wild and yet couldn't get up the courage to leave a worthless husk of a man like Ed Peletier.

"Too many years of soft living, Sophia would've been around eight the first time he hit me, and I…" Carol shook her head, not wanting to relieve past memories all over again.

"Seems like his shining armour was just a piece of shiny foil, huh?" Daryl rubbed her arm again, offering understanding and Carol sighed heavily; shifting her body so that it rested against his side. Daryl moved his arm so that her head naturally came to rest upon his shoulder, and brought his other arm across his body to clasp Carol's opposite hand. He felt her fingers curl around his own and they sat in the growing dimness of the hallway content just to be together.

"Wanna go out with me on a hunt tomorrow?" Daryl finally spoke. Carol shifted her head against his shoulder so that she could look up into his face.

"Really? Aren't you worried what people might say? _Hey, look Daryl's gonna have to spend more time pickin' her up off her ass than he is huntin'_." Carol mimicked the scathing tones of Maggie perfectly.

"Since when do I give a rat's ass what people think? Just imagine the look on their faces when we come strollin' in the gates with a truck full of meat…" Daryl squeezed her shoulder gently, desperately wanting her to agree to come out with him. God – he hadn't felt this nervous since High School!

"You askin' me out on a date, Daryl Dixon?" Carol asked cheekily, loving the way a rosy blush spread across his chiselled cheekbones.

"Yeah – I guess I am…Play your cards right and I might just give you a kiss at the door too." Daryl smirked down at her grinning face and waggled his eyebrows lecherously.

"Why wait until tomorrow?" Before he could even react to that, Carol had swung her leg over his lap and grasped his chin firmly in her hand. She brushed the mere ghost of a kiss against his firm lips and liking the sensation; did it again.


	3. Chapter 3

"Mmmmm…." Daryl murmured against her lips; he reached up to grasp her by the waist to settle her more firmly in his lap. He quickly took control of the kiss by pressing his mouth more firmly against Carol's, and when she moaned he took the opportunity to slip his tongue in her mouth to rub playfully along her own. The kiss grew more and more heated as their tongues played against each other, thrusting in and out relentlessly in search of fulfilment.

Carol arched up against Daryl's strong body, making her chest brush against his upper body and causing little beads of sweat to form against his upper lip. He grasped her hips tightly, not caring whether he left finger marks on her delicate skin from his bruising grip; and forced her down to press against his aching lap.

"Aaahhh…so good…" Carol ripped her mouth away to take in a desperately needed breath, and chuckled under her breath as Daryl blindly followed, seeking her lips again. She rocked against the hardness pressing urgently against her damp core, and wished for nothing more than to feel that hot, burning skin against her own. She hadn't realised that she had spoken aloud until Daryl started panting heavily against her neck in an effort to gain control of the situation before it got completely out of hand.

"Damn woman! You shouldn't say that to a man when he's close ta bustin' out of his pants!" Daryl kept a firm hold on Carol's hips in order to still her urgent movements against his maleness.

"Not bad for a first kiss…" Carol pressed her head into Daryl's shoulder as she fought to control her suddenly raging hormones. They had been dormant for so long that she thought that she had lost her sex drive completely. She chuckled a little at the thought which made Daryl place a finger under her chin to lift it up to his gaze.

"What's set you off? And what was that comment about that bein' our **first **kiss? From my recollections that's at least our second if not third." He frowned down at her, didn't she remember them at all? Hmmm, maybe this was just a one sided thing from his part….

"Ah, Pookie, I just meant a kiss with you being a willing participant…" Carol pressed another fleeting kiss to his lips followed by another more lingering one. "There, that makes it three full smooches. I laughed because I suddenly realised I hadn't completely lost my libido after all. After years of being with Ed – well sex was something that I put up with but never completely enjoyed. One kiss with you and I thought that I would…well you know what I mean." Carol blushed deeply, not wanting to spoil the moment with crude words or descriptions.

"Cain't you say it? No…? Not even 'got your rocks off' or 'the big O'?" Daryl laughed at the grimace that appeared on Carol's face as he suggested alternatives. "What about if we make something up? Like shoot your bow…or fire your pistol…or landing the big one?"

"Trust me, Pookie – the moment I have one, you'll be the first to know." Carol said drolly as she managed to untangle herself from Daryl and get up to her feet. She started to brush down the seat of her pants as Daryl got up as well and started brushing the dirt away from his own pants. He looked over at her and was amazed that she could look so calm and composed when inside he was a seething mash of emotions.

"I've heard that women reach their sexual maturity between forty and fifty – something to do with hormonal changes or some such crap. Maybe it's just that what you're feeling and has nothing to do with me at all." Daryl stated quietly and backed up against the wall, holding his hands up in defence as Carol whirled around to face him.

"You know that's probably the cruellest thing you've ever said to me; and you've said some pretty crappy things since Atlanta. You really think that I'm some sex crazed widow woman looking for another man to drain dry?" Tears pricked behind Carol's eyes and she blinked furiously determined not to show one more ounce of feeling to somehow who was so obviously not feeling the same as she.

"Aw Carol, honey…please don't cry." Daryl immediately gathered her into his arms and pressed a kiss against her silver flecked hair. "I didn't mean it like that….it's just…." He trailed off, not even knowing the reason himself why he had uttered such a ridiculous statement and ruined the mood completely.

"I know, it's scary isn't it? When you've wanted something for so long…and then to have it right there in front of you for the taking[PH1] …Or it is just me that's wanted it and I've just assumed you felt the same…Oh God! I have, haven't I?" When Daryl hadn't responded, Carol pulled away and pressed a hand against her mouth, mortified beyond belief. "My God! I practically raped you! I can't believe I didn't see this coming….to think that someone like you could ever want someone like me, it's laughable really…." Daryl couldn't stand her raving like a lunatic any longer and pulled her back tight against his body. He grabbed her hand and dragged it down to rest against his aggressively aroused body.

"Does that feel like I'm not interested in ya?" He wrapped her hand around him and arched against her touch, feeling himself expand even further. "I've wanted ya since the day on the Highway when you looked at me as if I were some sorta hero just for agreein' to stay another night with the cars. At first it was just flatterin' the way you saw me as some sorta hero or somethin'. Then I wanted you to look at me for **me**, not because I was goin' out every day looking for your girl; but because I wanted to become the kinda man that you would want to stick around with. Why did ya think I kept bringin' ya those flowers? I don't do that fer every woman I meet; just the ones that interest me the most."

"Wadda ya say we get outta here and go somewhere a little more private?" Carol gently caressed the impressive bulge in his pants that was pressing urgently against his zipper. Daryl placed his own hand over the top of hers to stop her motion.

"If we do this, we really **do** this. No half measures. I want it all or nothing at all." Completely serious now, Daryl kept his eyes firmly fixed on Carol's shining gaze. She met his gaze unblinkingly and nodded slowly to agree.

"I want this, and I have done since the beginning. We can't just rush into this though, we need to give it a little thought." She dropped her hand from where it had been resting against his zipper, Daryl may have thought she was menopausal but despite thoughts to the contrary; she was still completely capable of conceiving a child and Glenn was unlikely to want to share his stash of condoms.

"Remember when I yelled at you in Hershel's stables that Sophia wasn't mine – that was only because I was hurtin' so much because it felt like she **was** mine. I wanted you so much that I already felt like we were a family…I would love to have that with you now."

"Do you realise what you are saying Daryl?" Carol asked, because it sounded pretty much like he was willing to forgo the need for protection and make a baby with her.

"I'm saying that I would like us to be a proper family…and in time, God Willing, give Sophia a baby brother or sister." Daryl waited with bated breath to see how Carol would take the news, after Lori many of the women in camp were reluctant to risk pregnancy and were taking extra precautions to prevent any unwarranted children. Carol placed a hand over her abdomen where Sophia had nestled so securely for nine months; could she take that risk again? The risk that Daryl could end up raising their child alone – she looked over at his serious expression and saw his eyes fall to where her hand rested.

"Sophia always wanted to be a big sister." That one statement rocked Daryl to the very core and he swooped down to capture Carol's lips in a blazing kiss. He backed her up against the wall so that she could feel every hard inch of him pressing against her. He parted her mouth with the insistent press of his tongue and began the rhythmic thrust-retreat-thrust-retreat; echoing the motions with his hips. Daryl's hands seemed to be everywhere at once, trailing down her back to clench her buttock; gently cupping her breast and combing through her silvery hair.

Carol hitched one hip to enable her wrap one leg around Daryl's waist; bringing their centres into perfect alignment. Daryl dropped one hand down to fumble with the fastening at his waist; Carol recognised what he was trying to do and slid her hand down to help him out. The feel of her cool hand against the overheated skin of his waist was almost too much for Daryl to bear and he gripped her hand down into his waistband to it wrap firmly around his arousal.

"Fu…!" Daryl bucked helplessly against her hand, not even needing anything further than her touch to make him explode furiously. His hips jerked uncontrollably as he splattered his sticky offerings all over Carol's hand. As Carol gently pumped his still jerking arousal, he could feel the dampness of his orgasm coating his pants and soaking through to Carol's linen pants. Breathing harshly, Daryl looked down to where Carol was still holding him within his grasp. She looked up at him and slowly ran her tongue over her lips, wondering what he would taste like. She slowly released him from her grasp and used the tail of his shirt to wipe his mess off her hands. He grimaced at the sight and ripped the shirt off and used the balled up material to clean himself off properly.

"Sorry about that…didn't mean to…" Daryl felt embarrassed that he had acted like a teenager at his first shot with a girl. It had been a while, more than a while if you consider that his only sexual fumbling had been with a hooker that Merle had set up for him on his twenty first birthday.

"Shoot your bow?" Carol suggested, remarking back to their earlier conversation. "S'alright, it was nice to know that I had a part in it."

"Oh, that's not the first time you've helped me out – there's been plenty of times where you've had a part in it." Daryl winked suggestively and stood back with his hands on his hips in a classic Daryl pose. There had been times over the last year, since they'd arrived at the prison especially, when Daryl had to disappear for a little 'alone' time with his little friend. Carol had been uppermost in his thoughts on each and every occasion.

"Glad I could help." Carol smirked back at him, loving the sight of his naked chest on display before her. Daryl notice her gaze and flexed his muscles in a classic body builder pose. "Like what you see?"

"Oooh baby yeah…" Carol licked her lips at the way the overhead lights played across the shadows of his chest and lingered over the tattoos inked across his muscles. "I ever tell you that I had a tattoo of my own?"

"That's so frickin' hot!" Daryl ran his eyes over her body, imagination running wild at the thought of where it could be placed. "Where?"

"Your gonna have to get me naked to find out." Carol winked over at him and watched as his eyes turned molten hot at the idea. He stepped forward and ran a hand over her collarbone and into the valley between her breasts.

"I cannot frickin' wait."


	4. Chapter 4

It seemed fate was to once again intervene, for when they emerged from the dim confines of the hallway in cellblock D it was to find the other members of their group in a complete panic. Daryl's first thought when they first emerged was to hustle Carol over to one of the empty guard towers for a little private time so that he could investigate the whereabouts of Carol's mystery tattoo. His second thought was that the hallway in between the two cellblocks was way too quiet for that time of the day.

"Somethin don't feel right…" Daryl murmured softly, rubbing a hand against the tiny hairs that had raised up at the back of his neck.

"What is it, Pookie?" Carol placed her hand over his own, to tangle in his overlong hair at his nape. He reached up to pull her hand away, giving it a gentle squeeze. She could feel the tension tightening his wiry frame, and saw the way his eyes narrowed as he scanned across the hallway; on high alert for danger. He gripped her hand tightly and led her across toward Merle's cell.

"Daryl; somethin' bad's goin' down out there, I recognised a few of the voices driftin' in. It's Blake, the one they call the Governor from over at Woodbury. Rick and the others all filed out about a quarter hour ago; there were some gunshots and I heard the little one cryin' but now it's too quiet - can't ya feel it?" Merle was standing up close to the bars, wearing the same alert expression as his brother. "Let me out, baby brother and we'll go take a look see." The fingers on his remaining hand were clenched tight around the bars, so tight that Carol could see the whiteness in his knuckles as the skin stretched thin. His eyes darted constantly around, and Carol could see that the brother's also shared the same natural hunting instincts; both able to sense that there was something sinister at play.

"Merle, I'm gonna unlock the door, okay? **But, **I need to you stay down here out of sight for a while." One look at resolute expression on his brother's face told Merle that now was definitely no time to start an argument.

"Ya at last gonna leave me a weapon? Good ole Rick took the blade outta ma hand, and I ain't gonna stand here like a pussy while ya go out and have all the fun." Merle stood back while Daryl unlocked the door and couldn't help but see that the little mouse standing by Daryl's side was looking a bit rumpled and dishevelled; yup a little lip action had definitely been taking place there; or he wasn't a Dixon.

"Carol, ya mind giving Merle one of your knives for a while?"

"Sure, Pookie." Carol dug around in one of the many pockets of her linen cargo pants and pulled out an assortment of blades; ranging from a small swiss army style knife up to an ivory handled buck knife.

"Nice hardware you're packin', mouse. Have to say I'm impressed. I'll take the buck knife if you don't mind." Merle saw the way Daryl looked pained at the thought and guessed it was one that he had found for his lady. "Don't worry, D. I'll make sure she gets your little love token back."

"Pfft." Daryl snorted at his brother and turned to run a finger down the side of Carol's face. "Stay here baby, while I go check things out, okay?" _Yup, _thought Merle, _definite lip lock action. _He was distracted by his x-rated vision of the little mouse doing a little strip tease action and was startled with Daryl smacked him around the side of his head trying to get his attention. "Fer fuck's sake, Merle! Listen up!"

"I'm listening, 'lil brother. " Merle rubbed his temple which smarted from Daryl's smack and started to pay attention.

"Ya keep Carol safe, ya here? If I get back and there's even one hair outta place on her head…" Daryl threatened his brother, his voice low and gravelly.

"Yeah, yeah. I got it…go and do ya thing. Me and little mousey will just scout around down here."

"Okay, back in a few." Daryl moved his crossbow to lie in readiness across his arms and leant over to place a firm kiss against Carol's lips. "Stay safe." He whispered as he raised his head and caught a shimmer glistening in her eyes.

"Nine lives, remember? Keep outta trouble, Pookie; if you get hurt out there I'm gonna be mighty pissed at you."

"Pfft." Daryl muttered, secretly loving the way she could be so gentle and loving even when she was scolding him. He waved a hand and silently slipped into the shadows; making his way into the main cellblock.

"So, are we gonna do this or what?" Merle's irritated drawl had Carol turning around to face him; arching an eyebrow in his direction. "I know a woman that threatened to slit my throat while I sleep ain't jest gonna sit back on her ass while her man goes off alone. So, I assume ya know another way out of this hellhole?"

"Merle, I think I just might be beginning to like you after all." Carol looked over at the tough redneck, amazed at how he saw through her quiet acceptance of Daryl leaving them both behind.

"Well sugar, I'm a Dixon boy after all. What's not to like?" Merle spread his arms out wide and a full blown smirk took over his chiselled features.

"Well, c'mon Dixon boy. Let me show you what we prison folk like to affectionately call 'The Tombs'." Carol stepped forward and waved her arms toward the long dark corridor at the back of the block; she couldn't help but give a little shiver at the thought of facing her worst nightmare. Those few days that she had spent hiding away in one of the solitary confinement cells after losing T-Dog were among the worst of her life; but if it meant a way to possibly save Daryl from whatever horrors awaited them outside; well so be it.

Merle saw the sudden tension of Carol's frame as she braced herself to pull open the door to the corridor. He saw the way that she shivered and reckoned that something bad must have happened down in the place she called the 'Tombs'. Daryl had mentioned that T-Dog had been bitten a few days after they arrived at the prison and how they had once thought Carol had perished along with him; maybe the Tombs was where it went down. He shifted a little closer to Carol, his arm just brushing across his back. She turned her head to look at him and he shrugged off the motion as nothing.

"Jest didn't want to get lost down here."

"Sure, Merle. Ever been told that you and your brother can't lie worth a damn? Yeah, you're got at hiding your feelings and all that, but to lie outright?" Carol smiled slightly, watching as a pink flush tinged his cheeks. She knew that he'd probably seen how uncomfortable she was at re-entering the tombs and had acted in true Dixon style.

"Pfft." He muttered just like his brother, and gestured at her to get a move on. Taking a deep breath, Carol got her knife ready and pulled open the door.


	5. Chapter 5

As Daryl crept through Cell Block D and peered into C Block he could see the frightened faces of Carl, Beth, Hershel, Maggie and Sasha through the bars of their locked cells. There was no sign of Tyreese, Glenn or Rick so he assumed that Blake had kept them out in the courtyard. Maggie saw his face appear out of the shadows and Daryl held up a finger to his mouth to indicate that she should remain silent and then ducked out of sight again as quickly as he appeared. Maggie gave a shuddery sigh of relief; she had been so sure that he and Carol had been caught in the brief cross fire when the Governor had first shot his way into the prison as no one seemed to know where the pair had been last seen.

"Daddy, did you see…?"

Hershel reached through the gaps in the bars to grasp his daughter's hand. "I did honey, now be quiet so that we don't draw attention; we don't know how many people this so called Governor has stationed outside." He glanced over to the cells opposite to where Beth was trying to soothe a fretful Judith and she gave him a trembling smile and a nod to indicate that she was alright.

Daryl darted through the maze of corridors connecting the cell block and into the administration building hoping to be able to get a clear view of what was happening out in the courtyard. He leant with his back against the wall and turned his head to the side to look out into the yard. What he saw had him chilled to the bone. Blake had Rick, Glenn and Tyreese kneeling in the gravel with their hands on the back of their heads. Each man had a rifle aimed directly at their head and Blake was pacing in front of the three men.

"And where is your famous Archer then, Deputy Grimes? He wasn't among the cells my men searched through and they have found no sign of him in the surrounding woods."

"I told you he's out hunting, sometimes he can be gone for a couple of days." Rick managed to reply calmly despite his split lip and bloody nose; both won trying to prevent Blake's men from taking the women and children below. Blake nodded to one of the men, and they stepped forward to kick Rick in the ribs, making him double over in pain.

"And the warrior woman…the lovely Michonne? I suppose that she is with the Archer? How about you, Tyreese? Feel up to answering such a simple question?" Blake stepped over to where Tyreese was kneeling at Rick's right hand side, using his foot to nudge the man into facing him.

"She doesn't tend to hang around the prison too much, prefers to sleep outside. She went on a run a few days ago to get formula for the baby; we've pretty much tapped out the towns around here."

"But she is due back?" Blake demanded, and a strange eerie smile floated across his face when Tyreese nodded. "Good, that's very good." He turned to his men again and made a quick gesture with his hands. "Well gentlemen, I'm sure that you wouldn't mind some company until she returns. Michonne and I have some…unfinished business to settle between us and I'm sure looking forward to our happy reunion. Boys, why don't you escort the deputy and his friends over to Cell block D – make sure they're locked in good and tight – we wouldn't want anyone telling tales now, would we? Tell Shumper and Jacobson to take first watch up in the guard tower; once they've let us through the gates. Crowley, once you and Stevens have finished securing Deputy Grimes and his friends into their new apartments come back out here and fix up those fences. No one goes in or out, you understand me? Martinez, you're with me." Blake swivelled on his feet and strode across to take the passenger seat of the large four by four that they had busted through the gates in. Martinez hopped in the driver's seat and they roared off down the road, gravel spitting up behind them.

Daryl slumped back against the wall, thinking hard. Michonne wasn't out on a run, the asskicker had enough formula to float a battleship, and she hadn't been locked in C Block with the others. That meant that she was either somewhere in the admin building or hiding out in the grounds. _Fuck! D Block – Hope Carol doesn't decide to pay attention to me for once!_ Daryl sat up quickly in realisation that Blake's men were heading over to the very place that he had ordered Carol and Merle to stay put in. Carol had never been one to do as she was told and he only hoped that the change in their relationship status hadn't caused her to suddenly start.

He checked his supply of arrows and that his knives were securely fastened to his belt; where to start though? If he took out the men in the guard tower the other two in the yard would surely notice and vice versa. He needed more manpower and knew just where to get it. The only way out of D block without crossing the main entrance was through the Tombs and they came out at the far side of the prison; close to where Tyreese's group had come through initially. Daryl thought about the best way to get there from his position in the admin building; there was no direct access to the Tombs apart from the corridor in D – and he couldn't take the chance that the two goons that Blake had left behind would be taking their time moving Rick, Glenn and Tyreese over, the last thing he needed was to be caught up himself. He would have to skirt around the edge of the admin block and go through the boiler room in the maintenance building and hope that he wouldn't get spotted in the meantime.


	6. Chapter 6

Carol led Merle through the dark expanses of the tombs and never thought she would be grateful to have him at her back, but this time she definitely was. Rick had done most of the clearing out down there after Lori had passed, taking down as many Walkers as he could in an attempt to rid himself of his all-consuming rage. Glenn and Tyreese had dragged the bodies outside and burnt them in the small exercise yard; but no one could be certain that it was ever completely cleared out as there were so many maze like twists and turns and so far they hadn't yet been able to find the blueprints of the complex in the messy Warden's office.

"We're nearly there, the exit should be just up ahead. If I recall Tyreese said that there was a small door leading out into rear yard from the boiler room in the maintenance building. This exit should be almost directly opposite; then it's just fifty yards across the rear yard where the back walls are almost completely gone."

"What about Walkers – any of you seen any in the rear yard?" Merle asked, taking the lead position as they approached the end of the dark corridor. Carol shook her head and then realised that he probably couldn't see the gesture in the dim light.

"No, for some reason they always seem to congregate around the front of the prison."

"That's good for us, it probably just means that they are attracted to the noise; you always enter and leave via the front gates and something in them is obviously still able to track patterns." Merle slowly and carefully opened the rear door just a crack and edged his head out to scan the yard. "Shit, that's one big hole you guys have got back there; wonder you haven't been crawlin' with Walkers all over the place."

"Are there any of Blake's men out there?" Carol asked quietly from behind him.

"Nah…oh, wait a bit…I can jest see that boiler room door opening. Stand back a bit and keep outta sight till I can see what's goin' on." Merle pushed Carol back into the corridor and flattened himself against the small alcove on the yard side of the door. He craned his neck around to see who was exiting into the yard and whistled between his teeth when he recognised the shaggy, dirty blonde hair of his brother. He cupped a hand around his mouth and blew a low whistle across the yard.

"Hey mousey. Yer boyfriend's back and damned if he don't look pleased to see us."

"Daryl!" Carol brushed past Merle and out into the yard. Daryl jogged over to her and swatted her bottom affectionately.

"Thought I told ya to stay put, woman?"

"And since when have I ever paid any attention to your orders, Mr Dixon?" Carol replied cheekily and he smirked back at her before swooping down to capture her lips in a passionate kiss.

"Glad ya didn't listen this time, baby. Jest seen Blake's men haul Rick, Glenn and Tyreese over there. Ya would've been locked up fer sure." He muttered against her lips and swung an arm across her shoulders before turning to Merle. "Thanks for keepin' an eye out for her Merle."

"No problemo, 'lil brother. Ya might say we kept an eye out for each other." Merle winked over in Carol's direction and she suddenly clenched her fist against Daryl's shirt.

"Daryl, what about the others? Judith, Hershel – all of them? Did you see them?"

"Hush, woman. They're fine as far as I could tell. Blake's got them locked in the cells over in C."

"Did he say what he was after?" Merle questioned and Daryl worried his thumbnail as he nodded in response.

"Michonne – said they had unfinished business to take care of."

"Michonne? He did all of this for Michonne? Are we gonna go after her?" Carol pressed against his side and looked anxiously into Daryl's eyes. She knew how much the female warrior had come to mean to Daryl, she was someone he could track and hunt with without having to worry about.

"No need," Daryl replied. "She wasn't in the prison or out in the woods, Tyreese made up some shit about her being out on a run; so Blake left without what he came for. Said he'd be back though, didn't say when."

"How many men did he leave behind? He ain't jest gonna leave this place unguarded. He'd want someone watching the woods and another to report back when she returns. I know this guy, I know how he operates." Merle tapped his borrowed blade against his metal stump as he paced the small yard. "Ya got a plan, 'lil brother?"

"4 – he left 4 behind, two in the guard towers at the front and two in the yard to make sure no one comes out of the blocks." Daryl pulled at his scruff on his chin and squinted over at Merle. "We could either take out the two guards in the towers; silently, no guns and then the two in the courtyard or…"

"We could go back in; get our people out and make a run for it." Came the low response from behind the fallen back wall. Michonne lept over the rubble, sheathing her Katana sword and crossed over the yard to join them.

"'Chonne; glad to see yer in one piece. Where ya been, girl?" Daryl nodded over at her and she smiled back.

"Went for a little stroll outside the grounds this morning, came back to see we had some unwelcome visitors."

"Yeah, and not on visiting day either." Merle quipped drily and Michonne gave a small snort in response.

"Hung around long enough to hear someone wants a little reunion and then came back here to see if the way through the Tombs was clear."

"Ain't got ma keys with me, left them inside our cell this mornin' as I knew Rick was stayin' around today. So, we cain't break our people out." Daryl chewed his thumbnail again as he tried to think of another alternative.

"Uh…baby brother, ya seem to forget who's joined the party. Remember that stint I did back in '96?" Merle grinned evilly over at his brother and watched as the nature of his crime dawned on Daryl.

"Yeah…somethin' to do with breakin' and enterin' if I recall. Whatcha gonna use as a pick?"

"That little Swiss Army knife that mousey has on her should do the trick." Merle caught the knife as it came sailing through the air at him and opened it up to check the various attachments. "Who are we goin' after first? Guys or gals?"

"Rick and the guys; there's less of them and we can use the Tombs to go directly into D. Once they're free; Glenn can come back here and keep watch at this door to make sure no one slips past us. Michonne can keep watch in the corridors between C and D to let us know where the two men are that Blake left in the yard are." Carol felt pleased with herself when Daryl squeezed her waist and agreed her suggestion seemed reasonable.

"I heard him say that the ones in the yard should concentrate on securing the fence; they made quite a sizable dent in the gates when they busted through. They wouldn't want Walkers overrunning the place – not now anyway. We go in; get our people, grab as much as we can and then meet back here. No one goes off alone; it's too risky. We can't take any of the vehicles so we're just gonna have to manage on foot."

"We've done it before, and with less people. We'll be okay, Daryl." Carol gave his hand a squeeze and was rewarded with a slight smile.

"Alright, woman. Are you gonna do what I tell ya this time? No runnin' off on a half assed rescue plan?"

"Yes, dear." Carol muttered drolly and Michonne sent Daryl a questioning look; he blushed faintly and she knew that things had finally moved on between the couple.

"No cheek, woman." He swatted her behind once more and then looked her in the eye. "Your job once we get to C is to gather as much gear as you can carry for the asskicker. The rest of us can manage on what we can scrounge; but we don't know how long we're gonna be out on the road for or when we will come across any of the things that she may need. No heroics, baby, in and out."

"In and out." Carol promised faithfully and he squeezed her tight.

"Merle, you make sure that you unlock Beth and the baby first, okay? Tyreese can bring them straight out through the tombs; we cain't risk Judith screaming up a storm. Then get Carl out, he can help Carol load up on baby supplies. Then Maggie and Hershel; Maggie can help direct Michonne on watch while Hershel grabs any medical stuff that he has lying around. Everyone else is to just grab whatever they can; I don't want anyone making unnecessary noise otherwise we're sure to alert the goons. Rick and I will grab whatever weapons we can and meet y'all back here. I want y'all out of there within fifteen minutes. Everyone clear?" He looked around his small group and they all nodded. "Let's go to work then."


	7. Chapter 7

The small rescue party made their way silently back through the tombs and into the cellblock; Michonne slipped through the corridor connecting C and D block to blend seamlessly into the shadows. The rest of them crept along, pressed close to the wall and waited for her all clear signal before they would risk crossing the open space into D block. Daryl caught sight of the glint on Michonne's Katana as she moved it up and down in a pre-arranged signal to indicate that it was all clear; he kept one hand pressed against the small of Carol's back needing that connection between them and they moved slowly forward to meet Michonne on the corner.

"Blake left four men – two of them are towers one and two, facing the front of the yard and the other two are working on the fence. If we hurry we can get our people free and all of us can just disappear." Michonne kept her voice low as the four of them made their way further into the connecting corridor. Although the Woodbury men were all currently occupied outside the prison walls, they all knew how sound carried throughout the walls. Daryl nodded in response and felt Carol's fingers creep in to curl around his palm; he squeezed lightly in response and felt her relax slightly at his side.

"Okay, you and Carol head over to C and give tha girls a heads up. Tell 'em we're coming over as soon as we find Rick and the others; and ta keep their traps shut in the meantime." Daryl knew that Michonne would keep his woman safe until he could be at her side once more and saw her nod solemnly in response. He turned to Carol and pressed a hard kiss against her mouth before pushing her gently over in Michonne's direction. "Stay safe, see you soon."

"Nine lives, Pookie." Carol whispered in response and straightened her shoulders as she got her knives out ready for action. Merle chuckled at the sight of his brother's meek and gentle woman turning into a warrior right before his eyes. Daryl punched him on the shoulder and edged him further along the corridor to the entrance of D block. The two brothers crept along the corridor, keeping close to the wall, Daryl turned back to get one more brief look at Carol's retreating figure before they slipped into D block out of sight.

Merle stepped in front of Daryl to take the lead position and flattened his hand in the air to indicate that Daryl should remain in position, out of sight, until he was able to confirm whether the block was clear of the Woodbury guards. Daryl nodded and Merle toed his boots off to leave them with Daryl so that he could move stealthily through the cellblock. Merle kept his footing sure by keeping his weight on each foot as he stepped slowly forward, gently letting his moving foot down toe first keeping his body's weight balanced on his rear leg with each step. As he stepped slowly forward he shifted his weight and balance onto his forward foot before moving his rear foot forward, taking evenly paced shorter steps just in case Blake had left any surprises along the way; having spent months in the man's company; Merle knew how fond the man was on laying traps such as trip wires and pressure mines and didn't want to cause any unnecessary harm to himself or any of the others.

"Rick? Ya hear me, man?" Merle hissed quietly as he approached the locked cells, peering into each dimly lit area trying to catch a glimpse of a familiar face. "Tyreese? Glenn? Somebody answer me fer cripes sake!"

"Merle? Is that you?" A quiet voice from the rear of the cell block had Merle hustling over with his lock pick; as he drew closer he almost didn't recognise the swollen and battered features of the slim young Asian man leaning wearily against the bars of the cell.

"Christ Almighty, lil' China! Yer took a beatin' didn't ya? Let's get ya outta there. Where's Rick and Tyreese hidin'?" Merle shook his head at the sorry sight of Glenn holding an arm against his ribs in an effort to remain upright. One eye was completely closed and he was sporting a split lip that was puffy with dried blood caking his chin. Merle made short work of picking the lock and stepped into the cell to wrap a beefy arm around the younger man's waist to support him as he escorted him out of the cell. "Prop yerself against the wall a moment ta catch yer breath. Now, tell me again where's Officer Friendly at?" Glenn leant against the wall, struggling to get his bearings; a sharp pang hit his chest as he took a deep breath and he knew that he could add a couple of cracked ribs to his injury tally. He raised his head finally and pointed to the last cells at the end of the block.

"They're both over there, the Governor's men beat them unconscious when they wouldn't give up Michonne or Carol…"

"Carol? Blake was after Carol, too? Fuck! Daryl's gonna shit a brick when he finds that little snippet out." Merle scratched his stubble and ran a hand over his weary face, looking back down the corridor where his brother was keeping watch. "I'm gonna get Daryl to give me a hand movin' Rick and Tyreese, you're in no condition to help out. Do you know the way through the tombs into the back yard?" Merle asked quietly, thinking that they needed to come up with a new plan and fast. If both Rick and Tyreese were out of action; then it made things all the more difficult for the rest of them. He and Daryl would need to take out all four of Blake's men on their own, possibly with Maggie's help if she was in a fit state; leaving Glenn to get Rick, Tyreese, Carol and Beth to the rear yard, and that didn't include the Asskicker or the Grimes kid either. Glenn could see the wheels turning in Merle's head as the older man silently paced back and forth before coming to rest in front of him.

"So, do ya know yer way through the tombs or not?" Merle asked Glenn again and the younger man nodded, wincing a little as his head ached with the sudden movement.

"Yeah, I can get remember the way through. You head on over and get Daryl and I'll see if I can get the Sleeping Beauties to wake up. What about Carl and Maggie? They're both pretty good with a pistol or a rifle?"

"Jest what I was thinkin'; Michonne's taken Carol over to C to start gathering supplies, focusing on shit for the baby. I'll unlock Rick's cell and then head back for Daryl; if you can get them awake enough to move start heading down to the tombs; if not Daryl will help you get them out. Everyone needs to meet in the generator room before we head out. I'll send Beth, Hershel and the baby along as soon as I've got them free." Merle gave Glenn one more look over to make sure that the younger man wasn't going to pass out on him and then slipped away when Glenn nodded that he was okay. Merle headed over the block to where Rick and Tyreese were sprawled unconscious on the damp concrete floor. He twisted his thin picks in the lock and murmured a quick prayer of thanks when the door swung open in near silence. Merle knelt down next to the crumpled figures on the floor and pressed his fingers to their neck, feeling for a pulse. Satisfied that they were alive, he quickly rose to his feet and gestured for Glenn to enter the cell.

"Keep tryin' ta bring 'em round and I'll head back to grab Daryl." Merle whispered softly to Glenn and without another word made his way back to the corridor to fetch his brother.

"Slight change of plan, lil' brother. Glenn's on his feet but both Rick and Tyreese are out cold. Gonna need yer help getting' 'em both out the back. You head on in and give Glenn a hand and I'll slip over and free the ladies. We'll have to hope that Maggie and Carl are calm enough to help us take out Blake's men in the yard." Merle kept his voice soft and low as he filled Daryl in on the state of play whilst slipping his boots back on. Daryl nodded in approval and shifted his crossbow around to his back.

"Good idea Merle, if Carol has finished loading Ass Kicker's stuff get her to cover the yard with a pistol. She's better at that than with a long range rifle. Send Hershel, Beth and the baby out to the tombs, Sasha is more than capable of covering their asses and more to the point, she knows her way out of the tombs. Leave Carol, Carl and Maggie as our backup out in the yard. I'll help Glenn get Rick and Tyreese out of the back and then head back to take care of Blake's men in the yard. Glenn can help Sasha cover the back and get everyone into the cars." Daryl gnawed on a piece of loose skin against the side of his thumb as he thought things through quickly, Merle bumped his shoulder and the brothers parted ways; Daryl toward Glenn and the men and Merle to the other cell block and the ladies.

Merle kept to the shadows as he made his way swiftly but silently along the dim corridor separating the two cell blocks; he could hear sounds of the Woodbury men calling out to each other in the yard and the softer sounds of the baby whimpering in the cells with Beth crooning softly to her in an attempt to quieten her sobs. He headed straight for the cell containing Beth and the softly whimpering Judith; he held a finger up to his lips and pointed to the lock and then the dark corridor behind him. Beth's eyes widened and she nodded as she clasped the baby closer to her chest and held a hand protectively over her head. He snicked the lock open and Beth, Hershel and Carl stepped out of the cell.

"Carl, stay where you are for a moment; Beth, you take the baby and Hershel and wait just inside the corridor for a bit." Hershel nodded in agreement and swung his crutches into position; nudging Beth to follow the elder Dixon's instructions. Merle stepped over to work at the lock of the cell where Maggie and Sasha were imprisoned and keeping his voice low gave them an update.

"Sasha, you're gonna get Beth, Hershel and the baby out of the tombs; Glenn will be waiting for you at the other end with Rick and Tyreese. Maggie, you and Carl will give me a hand taking out the garbage in the yard. Either of you seen Carol or Michonne?"

"They headed on up to the top cells to grab a few things out of Carol's cell and then they started getting things together for Judith." Sasha whispered back quietly, as the two women stepped out of the cell to join Merle and Carl near the metal steps. Maggie looked over at where her younger sister was trying to placate the sobbing Judith with the help of their father but the baby's cries were growing louder in the otherwise silent cell block. Suddenly Judith let out a stream of unintelligible babble and Merle turned around to see Daryl approaching from the corridor of the tombs. Judith leant forward out of Beth's arms, stretching out her little limbs in an attempt to reach her favourite person; sobbing at the sight of her uncle Daryl; knowing that he was always the person to make her feel better.

"Shit lil' brother; ya'd better git on over there and give 'er what she wants; otherwise none of us are gonna get outta here in one piece." Daryl plucked the baby out of Beth's arms and she immediately nestled into his shoulder, grabbing on to the edge of his leather vest and snuggling her head under his chin. He ran a hand up and down her back and murmured softly into her hair and Judith finally quietened down.

"Rick and Tyreese are awake and heading for the cars, anyone seen Carol?" Daryl asked quietly, worry colouring his tone.

"Worried about me already, Pookie? I haven't even been gone ten minutes…" Carol's quietly amused tone came out of nowhere and even Merle was surprised to see that she had slipped back into the cell block without being seen or heard by anyone, not even his brother.

"Where ya left the Amazon, little warrior?" Merle asked, looking around for Michonne and not seeing her behind Carol.

"She's having a little fun out in the yard. Here, I picked up a few toys for us all out of my cell." Carol stepped forward and started to hand out the weapons that she and Daryl had stored under her mattress for occasions such as this. She handed over a handgun to Carl and Sasha, and gave Maggie and Merle the rifles that she had slung over her shoulder.

"Have I told you how much I love you, Carol?" Merle exclaimed quietly as he swiftly checked over the rifle that he had been given, chuckling softly when Carol dipped into her hobo bag to pull out spare boxes of ammunition which she also passed around. Daryl had only told her to gather what she needed for Judith and anything else she deemed as necessary; the woman would make a perfect Dixon as she considered weaponry over food and clothing as necessary items.

"Git yer own woman, Merle. This one's taken!" Daryl growled softly as he accepted a bundle of spare arrows that Carol had also pulled from her everlasting bag of tricks, smirking a little as he saw his spare crossbow strapped across Carol's back and her handgun tucked in front of her shirt in the small of her back.

"Boys, boys settle down." Carol stepped in between the two brothers and placed a hand on each of their chests pushing them both back slightly. "Now, I've put a couple of rucksacks of Judith's things just down the corridor a little ways, along with a couple of bags of food. I suggest that you give Judy back to Beth so that they can get started. Carl, you stay this side of the fence and keep an eye out for anyone trying to enter the courtyard." The young boy nodded and made his way silently to the front entrance. Carol turned around to pluck Judith out of Daryl's arms and headed over to where Beth and Hershel were waiting near the entrance to the tombs. She handed Judith over to Beth and pressed a gentle kiss against the baby's soft cheek and ran a hand over the teenager's hair; before gesturing for them to get a move on. Sasha bent down to help Hershel on with one of the rucksacks, doing the same for Beth and picked up the two remaining bags of food herself. The three of them spared a quick glance at the rest of the group and then slipped through the large doors into the darkened corridor.

Carol turned around to face the stunned faces of Maggie, Merle and Daryl. They had remained silent all the way through her take charge attitude and so Carol decided to just continue. "Maggie, you head on over to tower one; I think you'll find that Michonne has emptied it out for you; which only leaves one in tower two and two on the fence for the rest of us to take care of." Carol whirled around and swung her crossbow around to the front and notched a bolt into position, she looked over her shoulder and winked over at Daryl.

"Are you coming, Pookie?"

"Hell, yeah!" Daryl stepped into place behind his woman; it was a massive turn on to see her take charge so decisively and there was no way in Hell that he was gonna miss this show down. Merle snickered as he crossed over to Daryl's side and nudged his brother's shoulder playfully. He was just about to open his mouth to say something about Daryl being Carol's little plaything when one look from Carol had him closing his mouth with a snap. How in the Hell had she known? Damn, that woman had eyes in the back of her head! Merle straightened his shoulders a little as he narrowed his eyes at the once meek and mild woman striding in front of them looking like she owned the world.

"And get your eyes off my ass, Merle Dixon! Don't think I don't know what you're thinking…" Everyone chuckled at the low hiss that came from between Carol's clenched teeth, as she felt his hot stare burning into her backside. It was Daryl's turn to cuff his older brother around the head, and he accompanied it with a stern reminder to concentrate on the task ahead rather than eyeing up Carol.

"Git yer brain outta yer pants, Merle! I told ya already, she ain't on the market no more, dipshit. Now try and concentrate before ya git us all killed!"

"Sorry, lil' brother. She's so…." Merle shook his head to try and clear it, the transformation of Carol clearly knocking him for a loop.

"Yeah I know…" Daryl smirked over at his brother and then gently caressed his crossbow, narrowing his eyes in warning. "But she's all mine so git yer head back in the game, before I knock it back fer ya." He left Merle staring after him in amazement as he quickened his pace to join his woman leading their party out into battle.


End file.
